Remuneration Committee

Composition

The Remuneration Committee of the Company was established in 2005. The Remuneration Committee currently comprises of five members including the Chairman of the Board, the Chief Executive and three Independent Non-executive Directors, namely:

• Mr. Chung Pui Lam (chairman)
• Mr. Walujo Santoso, Wally
• Mr. Lo Wai Tung Welman
• Mr. Lu Wing Chi, Jesse
• Mr. Lambert Lu

Role and Function

The Remuneration Committee is responsible for, amongst other matters, establishing a formal and transparent procedure for developing remuneration policies and overseeing the remuneration packages for the Executive Directors and Non-executive Directors and ensuring that no Director will be involved in deciding his own remuneration. The Remuneration Committee has adopted the operation model where it determines the remuneration packages of individual Executive Directors and make recommendations to the Board on the remuneration packages of individual Non-executive Directors.

In determining the Directors' emoluments, the Remuneration Committee takes into consideration factors such as the qualifications, experience, time commitment, responsibilities, performance, contribution and remuneration of the Directors for previous years, the Company’s profitability, emoluments paid by comparable companies and employment conditions elsewhere in the Group.

The Company adopted a Remuneration Policy in November 2022 which aims to provide fair market level of remuneration to motivate, attract and retain high quality Directors to maximize shareholders value, through a set of formal and transparent procedures. The Remuneration Committee is responsible for monitoring and regular view of the policy to ensure the effectiveness of the policy, and will make amendment for the Board’s approval if necessary.

Below is a summary of key provisions of the Remuneration Policy:

(i) the remuneration packages of Executive Directors are determined by the Board and/or Remuneration Committee with reference to their duties and responsibilities, the Company’s performance and profitability and the prevailing market conditions;

(ii) the annual director’s fee of Non-executive Directors (including Independent Non-executive Directors) are reviewed by the Remuneration Committee and recommended to the Board for approval with reference to, inter alia, market trend and their time commitments to the Group;

(iii) any adjustment of the annual fee cap in respect of the aggregate amount of the annual Directors’ fees of the Company shall be subject to approval of the Shareholders; and

(iv) no Director shall be involved in deciding his own remuneration.

For review of the terms of reference of the Remuneration Committee of the Company, please click on the link below:

Terms of Reference